36C24220Q0187-003.docx

36C24220Q0187

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

630-20-1-6306-0005 36C24220Q0187 01-09-2020

CUNNINGHAM, CHARNELL

908-647-0180 X4467 01-24-2020 10:00am 36C242 Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904 X X 484210 $30 Million N/A X Department of Veterans Affairs New York Harbor Healthcare System 423 East 23rd Street New York NY 10010 36C242 Department of Veterans Affairs James J. Peters VA Medical Center Network Contracting Office 2 130 West Kingsbridge Road Bronx NY 10468-3904

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

See CONTINUATION Page Moving Service BPA at the New York Harbor Healthcare System, Manhattan, Brooklyn and St. Albans campuses.

Please review Statement of Work on page and complete Price Cost Schedule on page Interested parties should pay close attention to FAR 52.212-2 Evaluation-Commercial Items.

Please note that the last day to submit questions is January 16, 2020 at 4:00pm EST.

See CONTINUATION Page

630-3600162-6306-856100-2580 SPY0CP8A1

X X Charnell Cunningham Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C242 Charnell Cunningham Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

Move Contract – Blanket Purchase Agreement

1.0 OVERVIEW

The Veterans Health Administration’s New York Harbor Healthcare System (NYHHS) requires commercial moving and relocation services to support Activation related tasks. NYHHS is comprised of three campuses located in Manhattan, Brooklyn and Queens. This work will also occur in an Active Hospital (meaning that Patient/Veteran care is on-going and takes priority).

NYHHS wants to establish a Blanket Purchase Agreement (BPA) Contract for its Moving Services Program within and between all three of its campuses (See Section 15 for locations). Due to the unknown construction lead times and changing demands of the healthcare systems, move requirements change frequently. BPA contract provides NYHHS the best vehicle to adjust towards any campus related relocation needs within the Healthcare System. Contractor will be required to provide a site visit and cost associated with the task order to the Contracting Officer (CO). CO will review with Contracting Officer Representative (COR) and award a task order based on the best value for the government.

2.0 OBJECTIVE

New York Harbor Healthcare System is requesting transportation and relocation services. The Contractor shall furnish all contract oversight, management and technical advice; supervisory and technically trained personnel; uniforms; equipment, materials, and supplies necessary to provide commercial office moving, relocation and offsite disposal of materials. This includes, but is not limited to the following, providing all labor, materials, and equipment necessary to accomplish the work as stated herein, e.g., performing all services necessary to provide moving and relocation for requesting services. The requesting services will communicate solely with the Chief, Logistics or designee.

All information required to execute and coordinate a move will be between the Contracting Officer Representative (COR), based within the Logistics Office. At no time should the contractor take action on information received outside of the Logistics’ Office. All actionable items will be communicated through the CO or COR.

3.0 CONTRACTING TASKING/REQUIREMENTS

A. COR on behalf on the CO will contact the contractor when a relocation need arise. The Contractor will provide a cost for the move. Each move will be considered a task order under this BPA.

B. Orders shall be placed by the individual facilities under this contract using the facility’s assigned purchase order number, and the Contractor agrees to accept EFT (electronic funds transfers) as a payment method. Orders must be accepted via phone, fax, email, or any other means of electronic communication. Orders will be placed on an as-needed basis. There is no set day or frequency for ordering.

C. Contractor must be ready for short notice emergency moves. (Within 48 hours)

D. Contractor shall designate an on-site working supervisor. An on-site supervisor will require a cell phone or other means of communication. The working supervisor will coordinate each moving service activity with the Contracting Officer Representative and provide technical advice on how to accomplish the mission with as little disruption to hospital services as possible. The working supervisor will be responsible for directing the activity of crew members.

E. Contractor will conduct an on-site assessment of the equipment and furniture to be moved, verify the furniture and equipment counts and verify the type and location (origin/destination) of said equipment. If a better methodology for moving or covering the furniture is available to meet the hospital needs, those will be discussed with the move team (led by the COR).

F. Contractor shall provide a standard crew consisting of sufficient and qualified personnel to ensure a swift move to comply with the facility’s requirements within a predetermined and agreed upon time frame. The contractor shall provide crews sufficient to perform tasks every Government workday.

G. Contractor will be supplying boxes at NYHHCS request. Contractor will also tag the boxes with the to and from location. Contractor will also be responsible for disassembly and reassembly of any furniture that must be moved or fixtures on the wall.

H. Contractor shall provide sufficient personnel/crews based on workload as required to accomplish assigned tasks and will communicate these numbers to the Chief, Logistics or designee ten days prior to the scheduled move date. Requests by the contractor for additional personnel/crews will be made a minimum of five calendar days in advance of the moving service determining the workforce for move.

I. Contactor shall ensure all crew members are in proper uniform throughout their tour of duty. Supervisors and crew members who are not in proper uniform shall not work at the VANYHHS. Each crew member must show proper ID and will wear a temporary guest badge with Last and First Name.

J. Contractor crew members, who will work less than 3 days total on the contract, shall be provided hospital issued one day badges by the Police Service per the concurrence of the onsite construction supervisor. These badges are issued at the entrances.

K. Moves will be conducted during normal business hours. Monday – Friday between 8:00AM -4:30PM (excluding holidays) unless specified and coordinated with the facility. After hours or weekend work will depend on the situation related to the move.

L. Contractor shall ensure all crew members must be physically able and qualified to perform assigned duties/tasks.

M. Contractor shall accept and respond to pick-up and delivery-out requests by authorized staff of NYHHS through the COR.

N. Contractor will be available to deliver-out or install items after hours if needed.

O. On a request bases, Contractor shall transport items between each of NY Harbor’s Campuses. Each Campuses location is listed in Section 13.

P. Contractor shall inspect all existing furniture and equipment received for damages and notify NYHHS of condition.

Q. Contractor must comply and follow Government rules and regulations for disposal of government property. NYHHS shall provide necessary training and guidance for procedures.

R. Any new item must be inspected and received by NYHHS personnel before custody is given to the carrier.

S. Any deliveries from the carrier warehouse to NYHHS must be inspected and signed for by NYHHS personnel upon arrival. Deliveries are only to be made during normal business hours (Monday – Friday 8:00am – 4:00, except holidays). All deliveries shall include a delivery receipt with the following information, at minimum:

a. PO Number

b. Contractor Name and address

c. POC attention to: Facility COR will provide this information per task order

T. Contractor working on site must be compliant with privacy training. When coming on site all contractors must read and sign “VA Privacy Training for Personnel without Access to VA Computer Systems or Direct Access or Use to VA Sensitive Information. A signed copy of the training will be provided and maintained by the COR. This training needs to be completed annually.

U. Contractor will be required to enter into a Business Associate Agreement (BBA) with the VA before any sensitive information is moved. This could occur if patient sensitive information is within boxes are moved from one location to another (new BBA required if there is no existing BBA)

V. Contractor must have capability to assemble, disassemble, and at times reassemble furniture.

W. Contractor must deliver to specified areas throughout the NYHHS locations.

X. NYHHS reserves the right to pick up any items from the warehouse within 2-3 hours of notification.

Y. Contractor will provide invoices to designated NYHHS personnel with itemization for work performed by category: i.e., pickup, receiving, inventory management, property inspections, labor charges by work category, transportation, delivery, installation, etc.

Z. Contractor shall provide signed delivery receipt for all deliveries to the NYHHS.

AA. Notification of any loss or damage to items in inventory should be made to the Chief, Logistics Service or Chief, Material Management at the time of realization if during normal business hours or the next business day, if realization occurs outside of normal business hours. Normal business hours are 8am to 4:30pm, Monday through Friday and exclude federally recognized holidays.

4.0 MOVING SERVICES ACTIVITIES

Moving activities include, but are not limited to, moving miscellaneous free-standing furniture items; file record boxes; employee property such as boxed files, records; equipment; filing cabinets of various types and sizes; delivering and picking up empty moving boxes; and disposal of designated items such as removal of trash from work sites. Moving activities could be both on-site and off-site.

The process for moving activities could include, but not be limited to:

A. Padding, packing, and/or crating as required for safe transport.

B. Loading and transporting to the new location.

C. Breakdown and reinstall furniture D. Unloading and placement of the property as directed by the COR or as shown on the Government-furnished concept plan, which may be in EXCEL format.

E. Removal of packing and crating materials and cleanup of moving activity area as directed by the COR.

F. Any other service which would normally be included in a complete moving activity such as floor protection, wall padding, and elevator padding.

G. The contractor shall in all cases do a pre-move survey to verify amounts, quantities, types of materials to be moved so that there is no difference of opinion about the moving resources or moved equipment at a later date.

5.0 SPECIAL MOVING ACTIVITIES

Specialized moving activities include, but are not limited to, moving larger furniture/equipment pieces and fragile medical equipment which may involve disassembly and reassembly at the interim and final locations. The carrier and Chief, Logistics or designee will determine the qualifications necessary to move fragile medical equipment. NYHHS will provide technicians for disassembly and reassembly prior to moving where the contractor does not possess the necessary technical qualifications to perform the disassembly or assembly. The contractor and Chief, Logistics must agree to exclude fragile medical equipment from any move. The Chief, Logistics will be responsible for finding a more appropriate means of transportation for such equipment.

Special handling moving activities include, but are not limited to, moving hazardous materials, glassware, or items over a pre-determined size and weight or items which would require additional equipment or manpower accomplished by a firm-fixed-price cost. NYHHS personnel will be responsible for preparing hazardous materials for transport in accordance with OSHA and DoT regulations for weight and volume in accordance with OSHA, NY State and Federal Guidelines applicable to the NYHHS.

A. Contractor shall ensure that crew members have the technical training in assembly and disassembly of all commercial types of furniture and specialized equipment before performing such tasks.

B. Contractor may use functioning service elevators. If a Contractor requires a dedicated elevator, the Contractor must place a request with the Logistics Representative.

C. Contractor shall ensure all moving service activities are performed in a safe manner.

D. Contractor shall be responsible for the protection of Government property.

E. Contractor shall be responsible for damage to property and insured to repair and/or replace damaged property. If an item is damaged and becomes unusable, the Contractor will replace with a like item/make/model in coordination with the Logistics Representative.

F. Contractor will NOT be responsible to relocate IT equipment such as phones, printers, computers or monitors, this will be handled by on-site IT personnel. The contractor may have to reposition the items to access desks, tables, and other furniture. These moves would be onto or off the furniture in the immediate vicinity.

6.0 DOCUMENTATION

A complete listing of all documentation and data required during the life of this contract follows:

A. Government-furnished move plan must be returned to the COR seven days prior to project start.

B. Daily sign-in/sign-out logs and completed work requests with crew member names and hours worked recorded must be submitted to the COR the following business days NLT 8:00 am.

C. Names and job functions of each employee must be provided to the COR at move start date. Personnel changes must be submitted to the COR in writing when changes occur.

7.0 GOVERNMENT INSPECTION/ACCEPTANCE OF ITEMS

NYHHS COR or designee will conduct a final walk through/ inspection with the contractor to ensure that the designated area is returned acceptable conditions. The contractor will correct deficiencies at no additional cost to the government.

8.0 GOVERNMENT-FURNISHED MATERIALS, EQUIPMENT AND SERVICES

The Government shall not furnish any materials, equipment or services, with the exception of support to accomplish items listed in paragraph 3M (IT equipment), COR activities, and direction for the moves.

9.0 CONTRACTOR-FURNISHED MATERIALS, EQUIPMENT AND SERVICES

A. A cellular telephone for the on-site supervisor.

B. Uniform shirts – since the moving force may interact with hospital customers, they need to present a professional appearance. Each mover will wear a name tag and sign in at the stations check in point.

C. Padding, packing and/or crating, dollies, hand trucks and any other type of equipment commonly used for moving services activities as required for the safe transportation of the property.

D. Contractor will provide resources necessary to relocate oversized and heavy pieces of equipment and/or furniture.

E. Contractor will also identify any additional tools, equipment, and/or manpower during the walk-through that will be necessary and supplied by the Contractor.

10.0 PERSONNEL SPECIFICATIONS/REQUIREMENTS

Contractor is responsible for ensuring that its firm and staff maintain any generally required professional certification, accreditation, license, bond, and proficiency relative to their area of expertise. The Contractor shall retain documentation of such records. The Government will not pay for expenses to meet this requirement.

Contractor shall be required to designate the specific job assignment for each employee (i.e., working supervisor, truck driver/mover, installer, or mover). Contractor shall notify the Government when employees are replaced.

The on-site working supervisor is responsible for management and oversight of all crew members; escort of additional, non-badged crew members; and ensures that property is boxed, crated, loaded, and protected in a manner suitable for the type and complexity of the move.

To be eligible to perform under this contract, each crew member shall meet the following:

A. The ability to meet and deal with the general public.

B. The ability to read, understand and apply printed rules, detailed orders, instructions and furniture drawing layouts.

C. Familiarity with a variety of commercial furniture product disassembly and assembly, parts and components.

D. Pass all security screening requirements of the VANYHHS.

E. Expected to be physically able to perform the functions required in the performance of their assigned duties.

F. Maintain a neat, clean appearance and be in proper uniform at all times.

11.0 WORK ASSIGNMENTS

Work assignments will be coordinated by the COR as needed to accomplish NYHHS’ mission.

A. STANDARD CREW - Work assignments for the following day will be available at the close of business each day.

B. ADDITIONAL CREWS/CREW MEMBERS – Work assignments for additional crews/crew members will be available a minimum of five calendar days in advance of the moving service activity.

12.0 CONTRACT WORK HOURS

The contract normal work hours will be between 8:00am to 4:30pm Monday thru Friday excluding Government holidays. The Government has the option to modify the normal work week, days and hours, as necessary for the accomplishment of the VA mission.

13.0 QUALITY CONTROL

Contractor shall specify an individual who shall serve as a single point of contact for all Quality Control issues.

14.0 POINTS OF CONTACT

The Contractor will identify personnel by name and telephone number who can be contacted regarding moving services requirements. The contractor will provide this information within 7 calendar days after date of contract award and anytime there is a change to this information.

15.0 PLACE OF PERFORMANCE

Relocation activities will occur throughout NYHHS. The three main location addresses are listed below. Relocation will occur at or between campuses

Manhattan VA 423 East 23rd Street New York, NY 10010 Brooklyn VA 800 Poly Place Brooklyn, NY 11209 St. Albans 179-00 Linden Blvd St. Albans, NY 11425

16.0 Blanked Purchase Agreement (BPA) Structure

Each project within this move contract will be a task order. Cost will vary depending on the relocation of the specific item.

Contractors will bid based on the cost of moving one room and relocation cost of disposables Standard relocation of one room to another location:

General Room structure:

· 1 desk free standing desk (Breakdown and reinstall of desk required if desk does not fit through door. Estimated Dimensions: 29 3/4"H x 59 5/8"W X 59 5/8"D)

· 5 filing cabinets (Estimated Dimensions 35-1/2 by 14-1/4 by 18 inches)

· 2 book cases

· 1 credenza

· 1 End Table

· 2 chairs

· 10 boxes worth of material (paper, office supplies)

· Painting/wall artwork – deinstall, reinstall

· Equipment on wheels (mobile) *All equipment will be in a condition that could be properly scrapped by contractor. (no hard drives)

· Non Mobile Equipment < 100lbs

· Non Mobile Equipment > 100lbs

· Plant

· Clock

40’ Disposable Truck + disposal cost (only if necessary)

· Additional miscellaneous items might be added to the BPA

17.0 Period of Performance

B.3 PRICE/COST SCHEDULE

Base Year: March 1, 2020 – February 28, 2021

(Breakdown and reinstall of desk required if desk does not fit through door. Estimated Dimensions 29 3/4"H x 59 5/8"W X 59 5/8"D)

(Estimated Dimensions 35-1/2 by 14-1/4 by 18 inches)

(Estimated Dimensions 18 1/8” x 18” x 16” (W x L x H)

(Estimated Dimensions 48'' H x 36'' W x 13'' D)

(Breakdown, reassemble panels to new area that will be identified)

(Less than 20 pounds)

(Breakdown and reinstall of desk required if desk does not fit through door)

(only if necessary)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

Option Year One: March 1, 2021 – February 28, 2022

(Breakdown and reinstall of desk required if desk does not fit through door. Estimated Dimensions 29 3/4"H x 59 5/8"W X 59 5/8"D)

(Estimated Dimensions 35-1/2 by 14-1/4 by 18 inches)

(Estimated Dimensions 18 1/8” x 18” x 16” (W x L x H)

(Breakdown, reassemble panels to new area that will be identified)

(Less than 20 pounds)

(Breakdown and reinstall of desk required if desk does not fit through door)

(only if necessary)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

Option Year Two: March 1, 2022 – February 28, 2023

(Breakdown and reinstall of desk required if desk does not fit through door. Estimated Dimensions 29 3/4"H x 59 5/8"W X 59 5/8"D)

(Estimated Dimensions 35-1/2 by 14-1/4 by 18 inches)

(Estimated Dimensions 18 1/8” x 18” x 16” (W x L x H)

(Breakdown, reassemble panels to new area that will be identified)

(Less than 20 pounds)

(Breakdown and reinstall of desk required if desk does not fit through door)

(only if necessary)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

Option Year Three: March 1, 2023 – February 29, 2024

(Breakdown and reinstall of desk required if desk does not fit through door. Estimated Dimensions 29 3/4"H x 59 5/8"W X 59 5/8"D)

(Estimated Dimensions 35-1/2 by 14-1/4 by 18 inches)

(Estimated Dimensions 18 1/8” x 18” x 16” (W x L x H)

(Breakdown, reassemble panels to new area that will be identified)

(Less than 20 pounds)

(Breakdown and reinstall of desk required if desk does not fit through door)

(only if necessary)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

Option Year Four: March 1, 2024 – February 28, 2025

(Breakdown and reinstall of desk required if desk does not fit through door. Estimated Dimensions 29 3/4"H x 59 5/8"W X 59 5/8"D)

(Estimated Dimensions 35-1/2 by 14-1/4 by 18 inches)

(Estimated Dimensions 18 1/8” x 18” x 16” (W x L x H)

(Breakdown, reassemble panels to new area that will be identified)

(Less than 20 pounds)

(Breakdown and reinstall of desk required if desk does not fit through door)

(only if necessary)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

(Move equipment/office furniture)

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor.